FORECASTS AND PRODUCTION SCHEDULE Sample Clauses

FORECASTS AND PRODUCTION SCHEDULE. 4.1 No later than the [*] of each calendar quarter starting with the Effective Date on May 31, 2019, GAMIDA shall supply LONZA with a written rolling non-binding forecast showing GAMIDA`s good faith estimated annual requirements for Slots for the following [*] (the “Forecast”) as set forth in Appendix 2. No later than [*] following LONZA’s receipt of a Forecast, LONZA shall provide written notice to GAMIDA of whether it has (as of the date of receipt of the Forecast) capacity available to manufacture the number of Slots forecasted therein and shall provide GAMIDA with an estimated production schedule showing the estimated date for the commencement of the production of each Product and estimated delivery date of each Product. GAMIDA shall provide LONZA [*] notice for shipment of CBUs for new manufacture. 4.2 The prerequisite is for LONZA to plan for additional Suite build-out (including facility validation, APS Runs and Process Validation) with a lead-time of [*] with respect to the Suites subject to issuance of the respective Purchase Order within [*] by GAMIDA and subsequent confirmation by LONZA (which shall not be unreasonably withheld or delayed); LONZA will use [*] to reduce the time for build out. The forecast and notice of available capacity given in this Section 4.1 shall not be binding on GAMIDA or LONZA. The first [*] of any Forecast shall be binding with respect to the Suites and [*] with respect to the headcount (“Binding Forecast”) 4.3 GAMIDA shall outsource to LONZA the greater of (i) LONZA proposed capacity as set forth in Appendix 2 as shall be amended in accordance with the ongoing Forecast, or (ii) at least [*] of GAMIDA’s commercial demand (collectively the “Minimum Annual Binding Order”). For the avoidance of doubt, if GAMIDA fails to outsource to LONZA at least the Minimum Annual Binding Order not due to any suspension of any Suite due to LONZA`s fault or any other breach of the terms of this Agreement by LONZA, GAMIDA shall pay to LONZA the remaining Minimum Annual Binding Order within [*] following the applicable calendar year end. GAMIDA will provide LONZA with annual reports sufficient for determining the applicable Minimum Annual Binding Order.